EXHIBIT 10.26

                                 AMENDMENT NO. 1
                                       TO
           2001 DIRECTORS' DEFERRED COMPENSATION AND STOCK AWARD PLAN

                          (Effective February 7, 2003)

     Section 5(g) "Acceleration of Vesting" of the 2001 Directors' Deferred
Compensation and Stock Award Plan is amended in its entirety to read as follows:

     "Notwithstanding the provisions of Section 5(e)(2), each Option granted
under this Section 5 shall become immediately vested and exercisable in full
upon the occurrence of any of the following events: (1) a Participant's service
as a director is terminated due to death or Disability, (2) a Change in Control
occurs, or (3) with respect to Options that have been outstanding for at least
nine months, a Participant retires from service either (A) at the end of the
Participant's then current term and after completing five full years of service,
but is ineligible to stand for reelection under the Company's director
retirement policy, or (B) on the date of the Annual Meeting of Stockholders
immediately following his or her 72nd birthday under the Company's director
retirement policy and after completing five full years of service."